Contact Information: For More Information Contact: Thomas Rozycki CJP Communications for Platinum Energy Resources, Inc. Public & Investor Relations 212-279-3115 x208 Email Contact
Platinum Energy Resources, Inc. Announces Filing of Registration Statement
Company Also Announces Intent to Buy Back Shares After Close
| Source: Platinum Energy Resources, Inc.
NEW YORK, NY -- (MARKET WIRE) -- November 8, 2006 -- Platinum Energy Resources, Inc. ("Platinum
Energy") (OTCBB : PGRI ) (OTCBB : PGRIU ) (OTCBB : PGRIW ) announced today that
it has filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 containing its proposed Proxy Statement / Prospectus
seeking approval of its stockholders of, among other things, its previously
announced proposed acquisition of the assets of Tandem Energy Corporation
("TEC"), the wholly owned operating subsidiary of Tandem Energy Holdings,
Inc. (Tandem), pursuant to an asset acquisition agreement and plan of
reorganization. As part of the new agreement, Platinum Energy will acquire
all of the assets and assume substantially all of the liabilities of TEC,
including approximately $42 million of TEC's debt which will be retired at
closing, in exchange for the issuance of approximately 8 million PGRI
shares to TEC. The total number of shares to be received by TEC will be $60
million divided by the per share cash value of the Platinum Energy IPO
trust account at the time of closing. The per share cash value was $7.52 as
of September 30, 2006. After the transaction is consummated, TEC and its
parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's
stockholders.
As a result of the transaction's new structure, Platinum Energy expects to
have approximately $60 million of available cash at the close, in addition
to a credit facility which it expects to close shortly after the
consummation of the transaction. Platinum Energy intends to use such funds
for, among other things, drilling and other capital expenditures relating
to the TEC assets, future acquisitions and the repurchase of shares of its
common stock through a share repurchase program.
The Platinum Energy Board of Directors authorized management to repurchase
up to $80 million of PGRI shares through open market transactions after the
consummation of the acquisition. The maximum repurchase amount would be
reduced by the value of the shares which are converted as a result of
stockholders exercising their conversion rights.
Consummation of the acquisition is conditioned upon, among other things,
Platinum Energy's registration statement relating to the shares of PGRI
common stock being issued as consideration for the asset acquisition
clearing the SEC, as well as approval of the transaction by Platinum
Energy's stockholders. A new date for the special meeting of Platinum
stockholders to vote on the proposal to approve the asset acquisition has
not yet been set. In addition, the record date for stockholders entitled to
vote at the special meeting, which Platinum Energy had previously announced
as Friday, July 21, 2006, will be reset. Platinum Energy will announce the
new record date prior to, or in conjunction with, announcing the date of
the special meeting.
Mark Nordlicht, Chairman of Platinum Energy, said, "We believe that the
restructuring of the transaction will provide additional value to Platinum
Energy stockholders and to Tandem stockholders after the liquidation.
Platinum stockholders will have the comfort that Tandem's most senior
personnel will stay active and involved in ensuring the maximization of
value of Tandem properties, and Tandem stockholders will now have the
opportunity to share in the prospects of our company. In addition, the
stock consideration payable in the restructured transaction reduces the
outlay of cash, and the availability of such cash will enable Platinum
Energy to take further steps to maximize shareholder value."
According to Tim Culp, CEO of Tandem, "The restructuring of the transaction
is beneficial to both companies and their stockholders. We expect that
Platinum Energy will be able to increase value to its stockholders by
deploying substantial additional investment in drilling and property
development. At the same time, the Tandem stockholders will have the
opportunity to continue to stay invested in the future of Platinum Energy
or sell their shares in the open market. Speaking for the entire Tandem
management team, we are enthusiastic about continuing to stay actively
involved and working together with the Platinum Energy management team to
build a successful company."
Barry Kostiner, CEO of Platinum Energy, added, "We continue to be
enthusiastic about using the Tandem acquisition as a platform for applying
hedge financing techniques to increase returns and lock in profits. The
operational expertise of Tandem's management represents a great synergy
with our financially based strategy."
For additional information, please visit the Platinum Energy Resources web
site at http://www.platenergy.com/. The web site also contains a webcast of
the Company's IPAA presentation from April 10, 2006, as well as the Form
S-4.
About Platinum Energy
Platinum Energy Resources, based in Montvale, New Jersey, is a special
purpose acquisition corporation seeking to acquire assets or operating
businesses in the global oil and gas exploration and production industry.
Platinum Energy anticipates aggressively building a portfolio of assets
using multiple acquisitions subsequent to its first. Platinum Energy's
strategy calls for the use of hedge financing to maximize profit and reduce
risk resulting from volatile energy markets.
Platinum Energy was incorporated in April 2005 to acquire an operating
business in the energy industry. Platinum Energy completed its initial
public offering on October 24, 2005, receiving net proceeds of
approximately $106 million through the sale of 14.4 million units of its
securities at $8.00 per unit. Each unit is comprised of one share of
Platinum Energy common stock and one redeemable and convertible common
stock purchase warrant with an exercise price of $6.00. Platinum Energy
holds over $105 million in a trust account maintained by an independent
trustee, which will be released to Platinum upon the closing of a business
combination.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. In some cases, forward-looking statements can be identified by
words such as "believe," "expect," "anticipate," "plan," "potential,"
"continue" or similar expressions. Forward-looking statements also include
the assumptions underlying or relating to any of the foregoing statements.
Such forward-looking statements are based upon current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in
this press release may include statements about future financial and
operating results and about the proposed acquisition by Platinum Energy of
the assets of Tandem Energy Corporation, a wholly owned subsidiary of
Tandem Energy Holdings, Inc. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example, if Platinum
Energy does not receive required stockholder approval or fails to satisfy
other conditions to closing, the transaction will not be consummated. In
any forward-looking statement in which Platinum Energy or Tandem Energy
expresses an expectation or belief as to future results, such expectation
or belief is expressed in good faith and believed to have a reasonable
basis, but there can be no assurance that the statement or expectation or
belief will result or be achieved or accomplished. All forward-looking
statements included in this press release are based on information
available to Platinum Energy and Tandem Energy on the date hereof. The
following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: business conditions in
the U.S. and abroad; changing interpretations of generally accepted
accounting principles; outcomes of government reviews; inquiries and
investigations and related litigation; continued compliance with government
regulations; legislation or regulatory environments, requirements or
changes adversely affecting the businesses in which Tandem Energy and TEC
are engaged; fluctuations in oil and gas prices and in customer demand;
management of rapid growth; intensity of competition; general economic
conditions; as well as other relevant risks detailed in Platinum Energy's
filings with the Securities and Exchange Commission. The information
regarding Tandem Energy and TEC contained in this press release has been
provided by Tandem. Further, the information set forth herein should be
read in light of such risks. Neither Platinum Energy nor Tandem Energy
assumes any obligation to update the information contained in this press
release.
Additional Information and Where to Find It
Platinum Energy Resources, Inc. has filed with the Securities and Exchange
Commission a registration statement on Form S-4 and a related revised proxy
statement/prospectus in connection with the transaction as restructured.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
AND RELATED PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED ASSET
ACQUISITION BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
TRANSACTION. Investors and security holders may obtain a free copy of the
proxy statement prospectus (when it is available) and other documents filed
by Platinum Energy with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at http://www.sec.gov. Free
copies of the proxy statement/ prospectus, once available, and other
documents may also be obtained free of charge from Platinum Energy's
investor relations at tom@cjpcom.com or by directing a request to Platinum
Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.
Platinum Energy and its directors, officers and other employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of Platinum Energy with respect to the transactions
contemplated by the asset acquisition agreement. Information regarding
Platinum Energy's officers and directors will be included in the proxy
statement/ prospectus. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in other
relevant materials to be filed with the Securities and Exchange Commission
when they become available.